Directors Report of Shyamkamal Investments Ltd.

The Directors present the 33rd Annual Report together with the Audited
financial Statement for the financial year ended March 31,2015.

1. FINANCIAL RESULTS:

The Financial Results for the year ended March 31,2014 are summarized
below:

(Rs. in Lacs)

Particulars F.Y. 2014-15 F. Y. 2013-14

Gross Income 149.81 521.25

Profit Before Interest and Depreciation (35.08) (303.41)

Finance Charges 0.70 0.17

Provision for Depreciation 0.02 0.05

Net Profit Before Tax (35.08) (303.19)

Provision for Tax 0.13 0.01

Net Profit After Tax (35.22) (303.18)

Balance of Profit brought forward (275.34) 27.77

Balance available for appropriation (310.56) (275.34)

Proposed Dividend on Equity Shares NIL NIL

Tax on proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

Surplus carried to Balance Sheet (310.56) (275.34)

2. REVIEW OF OPERATIONS

Your company is engaged in the securities trading and investment
activities and during the year under review, the Company has posted
total Income of Rs. 1,45,60,894/- as against total Income of Rs.
3,70,63,798/- in the corresponding previous year. Net Loss for the year
under review was Rs. 35,22,064/- as against Net Loss of Rs.
3,03,18,278/- in the corresponding previous year.

3. FUTURE PROSPECT

Your Company is into the business of Securities Trading and Investments
Activities and also a RBI registered active NBFC. The management has
been regularly discussing about the future plans and projects to be
undertaken by the company. Due to the slowdown in economy and poor
macro economic conditions the management has been taking a cautious
approach towards the same. However keeping in mind the future
positivity and expansion plans the management has decided to undertake
investment in securities on a larger scale and also to restart the NBFC
business on a smaller level.

4. DIVIDEND AND RESERVES

The Company has incurred losses during the financial year under review
and hence your Directors think fit not to recommend any dividend for
the year under review.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2015
is Rs. 8,29,00,000, comprising of 82,90,000 Equity shares of Rs. 10/-
each. During the year under review, the Company has not issued any
equity shares.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, pursuant to the provisions of
Section 149 of the Companies Act, 2013, Mr. Ramkripal Verma and Mr.
Deepak Modi were appointed as Independent Director of the Company
w.e.f. 14th July, 2014 for term up to 5 (five) years in 32nd Annual
General Meeting.

Further, Board of Directors of the Company appointed Mr. Sanjay Talati
as an Additional Directors of the Company w.e.f. 14th July, 2014,
pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and also appointed him as a Whole-time Director of the Company for a
period of 5 (five) year. The Shareholders of the Company has approved
the terms and conditions at their Annual General Meeting.

Further, Mr. Sanjay Talati (DIN: 06927261), Whole-time Director,
retires by rotation at the forthcoming Annual General Meeting and being
eligible, offer himself for reappointment.

During the year under review, Mr. Sanjay Talati, Whole-time Director of
the Company, has been appointed as Chief Financial Officer of the
Company with effect from 31st March, 2015.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2103, the
Board of Directors of the Company hereby confirms that:

(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

(b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;

(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern
basis; and

(e) the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.

8. PARTICULARS OF MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, is enclosed as
Annexure I and forms part of this Report.

As per the provisions specified in Chapter XIII of Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 none
of the employees of the Company are in receipt of remuneration
exceeding Rs. 60,00,000/- per annum, if employed for whole of the year
or Rs. 5,00,000/- per month, if employed for part of the year.

9. EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form
MGT-9, as required under Section 92 of the Companies Act, 2013 is
included in this Report as Annexure II and forms part of this Report.

10. RELATED PARTY TRANSACTIONS

As no related party transaction was entered into by the Company with
Promoters, Directors, Key Managerial Personnel or other designated
persons pursuant the provisions of Section 188(1) of the Companies Act,
2013 during the financial year 2014-15 the particulars as required in
form AOC-2 have not been furnished.

11. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the
Directors. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013 and the Listing
Agreement.

During the year 6 (Six) Board Meetings were held during the year ended
March, 2015, the dates of which are 29th May 2014, 14th July 2014, 13th
August 2014, 12th November 2014, 13th February 2015, 31st March 2015.

During the financial year under review the audit committee of the
Company was reconstituted in order to comply with Section 177 of the
Companies Act, 2013 and clause 49 of Listing Agreement. The Audit
Committee comprises of experts specializing in accounting / financial
management.

During the Financial Year 2014-15, Three (3) meetings of the Audit
Committee were held on, August 13 2014, November 12 2014 and February
13 2015. The time gap between any two meetings was not more than 4
months and the Company has complied with all the requirements as
mentioned under the Listing Agreement and the Companies Act, 2013.

Details of the composition of the Committee and attendance during the
year are as under:

Name of the Director Category No. of Meetings
Attended

Mr. Deepak Modi Chairman & Independent Director 3

Mr. Ramkripal Verma Member & Independent Director 3

Mr. Sanjay Talati Member & Director & CFO 3

The terms of reference of the Audit Committee were enlarged by the
Board in order to cover the matters specified under revised Clause 49
of the Listing Agreement and Section 177 of the Companies Act, 2013.
This Committee has powers and roles comprising of Financial Reporting
and disclosure, recommendation of appointment/removal of Auditors,
reviewing of company's results, evaluation of Independent Directors
performances, etc.

13. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration committee of the Company shall perform
such role and duties as mentioned in Section 178 of the Companies Act,
2013 and revised listing agreement. The Nomination and Remuneration
committee has been assigned to approve and settle the remuneration
package with optimum blending of monetary and non- monetary outlay.

During the Financial Year 2014-15, Four (4) meetings of the Committee
were held on, July 14, 2014, August 13 2014, November 12 2014 and on
March 31st 2015.

Details of composition of the Committee and attendance during the year
are as under:

Name of the Members of Category No. of Meetings
Committee Attended

Mr. Deepak Modi Chairman & Independent Director 4

Mr. Ramkripal Verma Member & Independent Director 4

Mr. Sanjay Talati Member & Director & CFO 4

14. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework
in relation to remuneration of Directors. This policy also lays down
criteria for selection and appointment of Board Members. The Board of
Directors is authorized to decide Remuneration to Executive Directors.
The Remuneration structure comprises of Salary and Perquisites. Salary
is paid to Executive Directors within the Salary grade approved by the
Members.

S.N. Name of Directors Designation Remuneration (In Rs.)

1 Mr. Sanjay Talati Executive Director NIL
& CFO

2 Mr. Kailashchandra Kedia Executive Director NIL

15. STAKEHOLDER RELATIONSHIP COMMITTEE:

Four (4) meetings of the Committee were held during the year 2014-15
on, August 13 2014, November 12, 2014, February 13, 2015 and March 31st
2015. The details of composition of the Committee and attendance during
the year are as under:

Name of the Members of Category No. of Meetings
Committee Attended

Mr. Deepak Modi Chairman & Independent Director 4

Mr. Ramkripal Verma Member & Independent Director 4

Mr. Sajay Talati Member & Director & CFO 4

The terms of reference were enlarged by the Board to be in line with
Section 178 of the Companies Act, 2013 and revised clause 49 of the
Listing Agreement. The Committee reviews Shareholder's / Investor' s
complaints like non- receipt of Annual Report, physical transfer/
transmission/transposition, split/ consolidation of share certificates,
issue of duplicate share certificates etc. This Committee is also
empowered to consider and resolve the grievance of other stakeholders
of the Company including security holders.

The total numbers of complaints received during the year were Nil and
there was no pending complaint as on 31st March, 2015. The Company did
not receive any transfer requests and hence no request was pending for
approval as on March 31,2015.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing
Agreement, the Board has carried out an annual performance evaluation
of its own performance, the directors individually as well as the
evaluation of the working of its Committees. The Directors expressed
satisfaction with the evaluation process.

17. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board
that they fulfill all the requirements as to qualify for their
appointment as Independent Director, under the provisions of section
149 of the Companies Act, 2013 as well as Listing Agreement.

18. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered
into joint venture with any other company.

19. STATUTORY AUDITORS' AND AUDITORS' REPORT

At the 32nd Annual General Meeting held on September 22, 2014, M/s. ABN
& Co., Chartered Accountant (Firm Reg No: 004447C) were appointed as
Statutory Auditors of the Company to hold office till the conclusion of
the Annual General Meeting to be held in Calendar year 2019. In the
terms of the first proviso to Section 139 of the Companies Act, 2013,
the appointment of the Auditors shall be placed for ratification at
every Annual General Meeting. Accordingly, the appointment of M/s. ABN
& Co., Chartered Accountant, as Statutory Auditors of the Company, is
placed for Ratification by the Shareholders. In regard to the Company
has received a Certificate from the Auditors to the effect that if they
are reappointed, it would be in accordance with the provisions of
Section 141 of the Companies act, 2013.

20. APPOINTMENT OF COMPANY SECRETARY

The Company is in process of appointing Company Secretary in whole time
employment pursuant to Section 203 of the Companies Act, 2013 read with
Rule 8 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

21. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s.
Deep Shukla, Practicing Company Secretary, have been appointed
Secretarial Auditors of the Company. The Secretarial Audit Report is
enclosed as Annexure IV to this report.

There are no adverse remarks/Qualifications made in Statutory Report
issued by Statutory Auditor of the Company. Re: Pursuant to Section
134(3)(f)(ii) (Secretarial Audit Observations) :

a) The Company is in process of appointment of Company Secretary,

b) During the year under review Ms. Priti Malpani was proposed to be
appointed as woman Director. However due to some technical snag the
Director Identification Number could not be obtained. However the
Company is taking all relevant effective steps to comply with the
applicable provisions of the Act.;

c) The Company is in process of appointment of Internal Auditor of the
Company,

d) The Company is in process of appointment of Non Executive Director
in order to comply with Clause 49 of Listing Agreement and Section 178
of Companies Act, 2013 i.e to form proper composition of Nomination and
Remuneration Committee.

23. INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with
reference to the financial statement. The Audit Committee of the Board
periodically reviews the internal control systems with the management,
Internal Auditors and Statutory Auditors. Significant internal audit
findings are discussed and follow-ups are taken thereon.

24. EMPLOYEES' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

25. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.shyamkamal.com. The
employees of the Company are made aware of the said policy at the time
of joining the Company.

26. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the
risk assessment and minimization procedures. These procedures are
reviewed by the Board annually to ensure that there is timely
identification and assessment of risks, measures to mitigate them, and
mechanisms for their proper and timely monitoring and reporting.

27. DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the
FY 2014-15 and as on 31st March, 2015, there were no outstanding
deposits.

28. LOANS & GUARANTEES

During the year under review, the Company has not provided any loan,
guarantee, security or made any investment covered under the provisions
of Section 186 of the Companies Act, 2013 to any person or other body
corporate.

29. INSURANCE

The properties/assets of the Company are adequately insured.

30. CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement in not applicable to your company as Company's Paid
up equity capital is below Rs. 10 Crores and Networth is below Rs. 25
Crores.

31. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed
state of affairs of the Company's operations form a part of this Annual
Report.

32. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

The Business activities carried out by the Company do not fall under
the list of industries specified for which Section 134(3)(m) of the
Companies Act, 2013 read with Rule 3 of the Companies (Accounts) Rules,
2014 is applicable and hence disclosures required therein are not
applicable to the Company.

During the year, the total foreign exchange used was Rs.NIL and the
total foreign exchange earned was Rs. NIL

33. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).

34. GENERAL

During the year ended 31st March, 2015, there were no cases filed
/reported pursuant to the Sexual Harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company's Shares are listed.

During the year under review, no significant and material orders were
passed by the regulators or courts or tribunals impacting the going
concern status and Company's operations.

35. HUMAN RESOURCES

Your Company treats its "Human Resources" as one of its most important
assets.

Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.

36. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers,
suppliers and everybody else with whose help, cooperation and hard work
the Company is able to achieve the results. The Directors would also
like to place on record their appreciation of the dedicated efforts put
in by the employees of the Company.

The Directors present the 32nd Annual Report together with the Audited
financial Statement for the financial year ended March 31,2014.

FINANCIAL RESULTS:

The Financial Results for the year ended March 31,2014 are summarized
below:

(Rs. in Lacs)

Particulars F.Y. 2013-14 F. Y. 2012-13

Revenue from operation 370.63 28.70

Other Income 150.60 20.47

Total Income 521.23 49.17

Expenditure (before depreciation) 824.39 21.89

Profit/(Loss) before Depreciation
and Taxes (303.24) 27.34

Less: Depreciation 0.05 0.05

Profit/(Loss) before Taxation (303.19) 27.29

Less: Provision for Tax

* Current Taxes 0.01 2.70

* Previous year taxes 0 0

Profit/(Loss) after Taxation (303.18) 24.59

Balance brought forward 27.84 3.18

Add: Net Profit/(Net Loss) for the year (303.18) 24.59

Balance Carried to Balance Sheet (275.34) 27.77

Earnings per equity share (Rs. per share)

* Basic (11.47) 10.25

* Diluted (11.47) 10.25

PERFORMANCE:Your company is engaged in the trading of securities and
investments activities and during the year under review, the Company
has posted total Income of Rs. 5,21,24,567/- as against total Income of
Rs. 49,17,717/- in the corresponding previous year. Net Loss after Tax
for the year under review was Rs. (3,03,18,277)/- as against Net Profit
after Tax of Rs. 24,58,895/- in the corresponding previous year.

FUTURE PROSPECTS:

The Company is under the process of identifying companies with sound
fundamentals for investment purposes and also company is considering
entering the space of financing activities to corporates and others
with good track record and projects.

DIVIDEND:

In view of the losses incurred during the year under review, your
Directors think fit not to recommend any dividend for the year under
review.

Furth, your company has made the allotments of 80,50,000 Equity shares
of face value of Rs. 10/-(Rupees Ten only) each at par on preferential
basis.

In view of the above allotments, the outstanding shares of the company
during the year has increased from 2,50,000 Equity shares of Rs. 10/ -
each to 82,90,000 Equity shares of Rs. 10/- each.

AUDITORS:

M/s. Rajendra Shah & Associates, Chartered Accountants, statutory
auditors of the Company, has shown their unwillingness to get
reappointed as Statutory Auditors for next term. Consequently, Board
has approached M/s. ABN & Co., Chartered Accountants, Mumbai, for their
eligibility to get appointed as Statutory Auditors of the Company,
subject to member''s approval in the ensuing Annual General Meeting.

The Board places on record its appreciation of the services rendered by
M/s Rajendra Shah & Associates.

Further, the members are requested to appoint auditors and to fix their
remuneration.

AUDITORS'' REPORT:

The Report of the Auditors of the Company is self explanatory and do
not call for any further explanation by the Board of Directors.

DIRECTORS:

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Ramkripal Verma and
Mr. Deepak Modi were appointed as an Additional Directors designated as
an Independent Director of the Company w.e.f. 14th July, 2014 and they
shall hold office up to the date of the ensuing Annual General Meeting.

The Company has received requisite notice in writing from a member
proposing Mr. Ramkripal Verma and Mr. Deepak Modi for appointment as an
Independent Director.

In accordance with Section 149(4) and other applicable provisions, if
any, read with Schedule IV of the Companies Act, 2013, the Company has
to appoint 1/3rd of the total Directors as Independent Directors, for a
maximum period of 5 years and they are not liable to retire by
rotation.

Accordingly, the Board of Directors proposes to appoint Mr. Ramkripal
Verma and Mr. Deepak Modi as an Independent Director of the Company
under Section 149 of the Companies Act, 2013 for term up to 5 (five)
years, respectively, in ensuing Annual General Meeting.

The Company has received declarations from the Independent Directors of
the Company confirming that they meet with the criteria of independence
as prescribed both under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchanges.

Further, Board of Directors of the Company appointed Mr. Sanjay Talati
as an Additional Directors of the Company w.e.f. 14th July, 2014,
pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company and also appointed him
as a Whole-time Director of the Company, subject to approval of the
members of the Company in ensuing Annual General Meeting, for a period
of 5 (five) year.

The Company has received requisite notice in writing from a member
proposing Mr. Sanjay Talati for office of Director.

During the year under review, Mr. Anup Kailashchandra Kedia and Mr.
Vishnu Kailashchandra Kedia resigned from Directorship of the company
w.e.f. 14th July, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the erstwhile
Companies Act, 1956 with respect to the Directors'' Responsibilities
Statement, it is hereby confirmed:-

i) that in the preparation of the annual accounts for the year 2013-14,
the applicable accounting standards have been followed and there are no
material departures;

ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
statement at the end of the financial year and of the profit & loss for
that financial year;

iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;

iv) that the directors have prepared the Annual Accounts of the company
on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year ended
March 31,2014.

The information required under sub-section (2A) of Section 217 of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 duly amended by the Companies (Particulars of Employees)
Rule, 2011 for the year ended 31st March, 2014 is not applicable to the
Company as none of the employee is drawing remuneration more than the
limits presently specified under the said rules.

The provision of Section 217(1)(e) of the erstwhile Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules 1998, are not applicable to the Company as the
Company is not doing any manufacturing activity.

The Company has not earned or expended any foreign exchange during the
year under the review.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the stipulations set out
in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges, forms part of this Annual
Report.

Certificate from the Auditors of the Company, M/s. Rajendra Shah &
Associates, Chartered Accountants, regarding compliance of conditions
of Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis as required under the
Listing Agreement with The Stock Exchanges is enclosed to this Report.
Certain statements in this section may be forward looking. Many factors
may affect the actual results, which could be different from what the
Directors envisage in terms of the future performance and outlook.

COMMITTEES:

In accordance with provision of Companies Act, 2013, the Board of
Directors of the Company has constituted committees viz, Audit
Committee, Stakeholders Relationship Committee and Nomination and
Remuneration Committee.

The constitution of the Audit Committee is as follows:

Mr. Deepak Modi - Chairman, Non Executive Independent

Mr. Ramkripal Verma - Member, Non-Executive Independent

The constitution of the Stakeholders Relationship Committee cum Share
Transfer/Investor Grievance Committee is as follows:

Mr. Ramkripal Verma - Chairman, Non Executive Independent

Mr. Deepak Modi - Member, Non-Executive Independent

Mr. Sanjay Talati - Member, Executive

The constituted Nomination and Remuneration Committee is as follows:

Mr. Deepak Modi - Chairman, Non Executive Independent

Mr. Ramkripal Verma - Member, Non-Executive Independent

Mr. Sanjay Talati - Member, Executive

LISTING:

At present, 82,90,000 Equity Shares of the Company are listed at the
Bombay Stock Exchange Limited (BSE). The Company has paid the
applicable Annual listing fees to the BSE for the year 2014-15.

DEMATERIALISATION OF SHARES:

The Company has established the connectivity with National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited with activated ISIN- INE203N01015, the shareholders have option
to dematerialize their shares with CDSL as well as NSDL.

ACKNOWLEDGEMENT:

The Directors take this opportunity to express their gratitude and
thanks to the esteemed clients, Members, Banks, SEBI (Securities and
Exchange Board of India), Bombay Stock Exchange Limited, Central, State
and Local Government for their continued support and cooperation.

For and On behalf of the
Board of Directors

Place: Mumbai
Date: 13/08/2014 Director

Director

Mar 31, 2013

The Directors have pleasure in presenting their Annual Report of the
Company Audited accounts for the year ended 31st March, 2013.

Financial Results :

During the year under review the Company has earned Profit of
Rs.24,58,895/- compared to Previous Year''s Net loss of Rs. 3,93,257/-
after making Provision for Taxation.

Dividend :

In order to conserve resources of the company, Your Directors do not
propose any dividend for the year ended 31st March, 2013.

Public Deposits :

During the year under review, Your Company has not accepted any fixed
deposits from the public within the meaning of section 58A of the
Companies Act, 1956.

Directors :

Your Directors confirm that none of them is disqualified as on 31st
March, 2013 from being appointed as director of the company within the
meaning of section 274 (1) (g) of the Act, as amended to date.

Auditors :

M/s. Rajendra Shah & Associates, Chartered Accountants, Mumbai, retire
at the ensuing Annual General Meeting and being eligible, has consented
to act as the Statutory Auditors of the Company, if re-appointed.

You are requested to appoint the Statutory Auditors for the Financial
Year 2013-2014 and authorize the Board of Directors to fix their
remuneration.

Particulars Of Employees :

There are no employee drawing remuneration more than the limit
prescribed in Section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of Report of Board of Directors) Rules, 1988.
Therefore no information is provided in this report.

Listing agreements requirements:

The securities of your company are listed at Bombay Stock Exchange
Limited

Buy-Back Of Shares

There was no buy-back of shares during the year under review.

Secretarial Compliance Certificate

Your directors attach the Compliance Certificate issued by Practicing
Company Secretaries, as per the proviso Under Section 383A of the
Companies Act, 1956.

Energy Conservation, Technology Absorption And Foreign Exchange :

Details regarding conservation of energy pursuant to section 217 (1)
(e) of the Companies Act, 1956 read with the Companies ( Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 relating
to conservation of energy, technology absorption, foreign exchange
earning and out go are not given since the Company is not scheduled
industries pursuant to the said rule. The Company has neither earned
nor spent any foreign exchange during the year under review.

Directors Responsibility Statement :

The Directors of the Company confirm pursuant to Section 217(2AA) of
the Companies Act, 1956 that:

1. In the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures ;

2. They had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit of the
Company for that year;

3. They had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

4. They had prepared the annual accounts on a going concern basis.

Your directors have noted the contents of the Auditor''s Report on the
Financial Accounts for the year ended 31st March, 2013. The same is
self-explanatory

Acknowledgment:

Your Directors acknowledges with gratitude and wish to place on record,
their appreciation for the support and co-operation received by the
Company from the various Government authorities, Bankers and
Shareholders during the year.

For and on behalf of the Board

Sd/-

Directors

Place: Mumbai

Date: 24/05/2013

Mar 31, 2009

Dear Members,

The Directors have pleasure in presenting their Annual Report of the
Company Audited accounts form year ended 31st March,2909.

Financial Results:

During the year under review the Company has incurred Net Loss of Rs.
7,64,182/- compared to Previous Year's Net Loss of Rs; 9,98,738/-
after making Provision for Taxation; amounting to Rs. 356/-.

Dividend::

In order to conserve the resources of our Company, your Directors do
not propose any dividend for the year ended 31a March, 2009.

Public Deposit

During the year under review, Your, Company has not accepted any fixed
deposits from the public within the meaning of section 58A of the
Companies Act, 1956.

Director

Your Directors confirm that none of them is disqualified as on 31st
March, 2009 from being appointed as director of the company within ihe
meaning of section 274 (1) (g) of the Act, as amended; to date:

Auditors:

M/s. Rajendra Shah & Associates, Chartered Accountants, Mumbai retire
at the ensuing Annual General meeting and being eligible, has
consented to act as the Statutory Auditors of the Company, if
Te-appointed.

You are requested to appoint the Statutory Auditors for the Financial
Year 2009-2010 and authorize the Board of Directors to fix than
remuneration.

Particulars Of Employees:

There are no employee drawing remuneration more than the limit
prescribed in Section 217 (2A) of the Companies Act 1356 read with me
Companies(Particulars Report of Board of Directors) Rules, 1988.
Therefore no information is provided in this report.

Energy Conservation Technology Absorption and Foreign Exchange

Details regarding conservation of energy pursuant to section 217 (J)
(e) of the Companies Act, 1956 read with the Companies ( Disclosure of
particulars in the Report of Board of Directors) Rules, 1988 relating
to conservation of energy, technology absorption, foreign exchange:
earning and out go are-not given since the Company is not scheduled
mudstones pursuant to the said rule. The Company has neither earned nor
spent any foreign exchange during the year under review.

The Directors of the Company confirm pursuant to Section 217(2AA) of
the Companies Act 1956 mat

5. In the preparation of the Annual Accounts, the applicable
accounting standards had been followed: along with proper expiration
relating to material debentures

6. They had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the prolife of- the
Company for that year.

7. They had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of mis
Act for safeguarding the assets of the Company and foe preventing
And detecting fraud aid other irregulations.

8. They had prepared me annual accounts on a going concern basis.

Auditors Report

Your directors have noted the contents of the Auditor's Report on the
Financial Accounts for the year ended 31st March, 2009. The same is
self-explanatory

Acknowledgement

Your Directors acknowledges with gratitude and wish to place on record,
their appreciation for the support and co-operation received by the
Company from the various Government authentic% bankers and
Shareholders & during, the year.